UNITED STATES
              SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON,  D.C. 20659



[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.



For the Quarterly period ended        June 30, 1996 

Commission File Number     0-25030                   
PLAY CO. TOYS & ENTERTAINMENT CORP.              
(Exact Name of Registrant as specified in its charter)

Delaware                                94-3024222   
(State or other jurisdiction of    (I.R.S. incorporation or organization)
Employer ID No.)



550 Rancheros Drive,  San Marcos,  California 92069  
(Address of principle executive offices) (Zip Code)

                     (619) 471-4505                  
(Registrant's telephone number, including area code)


                     PLAY CO. TOYS                   
(Former name, former address and formal fiscal year, if changed since
last report)

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past
90 days.


 YES [ X ]     NO [   ]


Common Stock, $.01 par value:  3,863,530 shares outstanding as of
June 30, 1996.

               PLAY CO. TOYS & ENTERTAINMENT CORP.

                        TABLE OF CONTENTS



                                                            PAGE

PART I.   FINANCIAL INFORMATION:

Item 1.   FINANCIAL STATEMENT

          Condensed balance sheet as of 
                June 30, 1996.                                    3

             Condensed statements of Operations 
                for the three months ended June 30,
                1996 and 1995.                                    4

          Condensed statements of cash flows for 
          the three months ended June 30, 1996 
                and 1995.                                         5

          Notes to condensed financial statements                 6


Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.    
                                                                  9

PART II.  OTHER INFORMATION 

Item 5.   Other Information                                       12

          Signatures                                              15










                              - 2 -


                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



Dated:          September 5, 1996





PLAY CO. TOYS & ENTERTAINMENT CORP.


By: /s/ Richard L. Brady         
    Richard L. Brady
    President
                                    

By: /s/ Angela R. Burnett        
    Angela R. Burnett
    Chief Financial Officer











                              - 16 -